Public Sector Pension Investment Board Act

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Sections305

• 1Short title

  This Act may be cited as the Public Sector Pension Investment Board Act.

• 2Definitions

  The definitions in this section apply in this Act.

• 2[p2]

  Board means the Public Sector Pension Investment Board established by section 3. (Office)

• 2[p3]

  by-law means a by-law of the Board. (Version anglaise seulement)

• 2[p4]

  entity means a body corporate, a trust, a partnership, an unincorporated association or organization, Her Majesty in right of Canada or of a province or an agency of Her Majesty in right of Canada or of a province and the government of a foreign country or any political subdivision or agency of the government of a foreign country. (entité)

• 2[p5]

  fund means

• 2[p5](a)

  the Canadian Forces Pension Fund or the Canadian Forces Superannuation Investment Fund within the meaning of the Canadian Forces Superannuation Act, or, if regulations are made under section 59.1 of that Act, a fund established under the regulations;

• 2[p5](b)

  the Public Service Pension Fund or the Public Service Superannuation Investment Fund, within the meaning of the Public Service Superannuation Act; or

• 2[p5](c)

  the Royal Canadian Mounted Police Pension Fund or the Royal Canadian Mounted Police Superannuation Investment Fund, within the meaning of the Royal Canadian Mounted Police Superannuation Act. (fonds)

• 2[p9]

  Minister means the President of the Treasury Board. (ministre)

• 2[p10]

  prescribed means prescribed by regulation. (Version anglaise seulement)

• 2[p11]

  subsidiary means a corporation that is wholly owned by the Board directly or indirectly through any number of subsidiaries each of which is wholly owned directly or indirectly by the Board. (filiale)

• 3Board established
• 3(1)

  There is established a body corporate to be known as the Public Sector Pension Investment Board.

• 3(2)Not agent of Her Majesty

  The Board is not an agent of Her Majesty.

• 3(3)Not part of federal public administration

  Directors, officers, employees, and agents and mandataries, of the Board are not part of the federal public administration.

• 3(4)Head office

  The head office of the Board shall be in the National Capital Region as described in the schedule to the National Capital Act.

• 3(5)Canada Not-for-profit Corporations Act

  The Canada Not-for-profit Corporations Act does not apply to the Board.

• 3(6)Financial Administration Act

  Part X of the Financial Administration Act, except for sections 89.8 to 89.92, 113.1, 132 to 147 and 154.01, does not apply to the Board. For the purposes of those sections, any reference to section 131 of that Act shall be read as a reference to section 35 of this Act.

• 3(7)Reports and special examination

  Any report or information in respect of the Board that is provided to the Minister under sections 132 to 147 of the Financial Administration Act shall also be provided to the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness. The Minister may only require a special examination under subsection 138(2) of that Act if the Minister has consulted with those Ministers.

• 3.1Capital
• 3.1(1)

  The capital of the Board is $100. The Minister shall pay the capital of the Board out of the Consolidated Revenue Fund.

• 3.1(2)Shares

  The capital is divided into 10 shares having a par value of $10 each. The shares shall be issued to the Minister to be held on behalf of Her Majesty in right of Canada.

• 3.1(3)Registration

  The shares issued to the Minister shall be registered by the Board in the name of the Minister.

• 4Objects
• 4(1)

  The objects of the Board are

• 4(1)(a)

  to manage amounts that are transferred to it under subsections 54(2) and 55.2(5) and section 59.4 of the Canadian Forces Superannuation Act, subsections 43(2) and 44.2(5) of the Public Service Superannuation Act and subsections 28(2) and 29.2(5) of the Royal Canadian Mounted Police Superannuation Act in the best interests of the contributors and beneficiaries under those Acts; and

• 4(1)(b)

  to invest its assets with a view to achieving a maximum rate of return, without undue risk of loss, having regard to the funding, policies and requirements of the pension plans established under the Acts referred to in paragraph (a) and the ability of those plans to meet their financial obligations.

• 4(2)Costs of operation

  The costs associated with the operation of the Board shall be paid out of the funds.

• 4(3)Consultation

  The Minister shall determine from which funds the costs shall be paid, but no amount shall be taken out of the Canadian Forces Pension Fund or the Canadian Forces Superannuation Investment Fund — or, if regulations are made under section 59.1 of the Canadian Forces Superannuation Act, from the fund referred to in section 59.3 of that Act — without consulting the Minister of National Defence, or from the Royal Canadian Mounted Police Pension Fund or the Royal Canadian Mounted Police Superannuation Investment Fund without consulting the Minister of Public Safety and Emergency Preparedness.

• 5Powers of Board
• 5(1)

  The Board has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

• 5(2)No inconsistent business or activity

  The Board and its subsidiaries shall not, directly or indirectly, carry on any business or activity or exercise any power that is inconsistent with the Board’s objects, or that the Board is restricted by this Act from carrying on or exercising, and shall not, directly or indirectly, exercise any of its powers in a manner contrary to this Act.

• 5(3)No invalidity

  No act of the Board, including a transfer of property, is invalid by reason only that the Board was without the capacity or power to so act.

• 5(4)Consultation

  The Minister shall consult the Board if changes to pension plan design or funding are proposed with respect to the pension plans created under the Acts referred to in paragraph 4(1)(a).

• 5.1Investment management services
• 5.1(1)

  Without limiting the generality of subsection 5(1) and despite subsection 5(2), the Board may incorporate a subsidiary for the purpose of providing investment management services to the Canada Growth Fund Inc. in accordance with any terms agreed to by the subsidiary and the Canada Growth Fund Inc.

• 5.1(2)Costs

  Despite subsection 4(2), the costs associated with the establishment and operation of the subsidiary and with the provision of investment management services are to be paid by the Canada Growth Fund Inc.

• 5.2Duty of Board
• 5.2(1)

  The Board shall, at the request of the Minister, pay into the Consolidated Revenue Fund

• 5.2(1)(a)

  any amount that is required for the payment of benefits under subsection 44.2(6) of the Public Service Superannuation Act, subsection 55.2(6) of the Canadian Forces Superannuation Act or regulations made under section 59.1 of that Act, or subsection 29.2(6) of the Royal Canadian Mounted Police Superannuation Act;

• 5.2(1)(b)

  any amount that is determined under paragraph 44.4(2)(b) of the Public Service Superannuation Act, paragraph 55.4(2)(b) of the Canadian Forces Superannuation Act or paragraph 29.4(2)(b) of the Royal Canadian Mounted Police Superannuation Act; and

• 5.2(1)(c)

  any amount that is required for the payment of the costs determined under section 44.5 of the Public Service Superannuation Act, section 55.5 of the Canadian Forces Superannuation Act or section 29.5 of the Royal Canadian Mounted Police Superannuation Act or the costs for the administration of a fund established by regulations made under section 59.1 of the Canadian Forces Superannuation Act.

• 5.2(2)Consultation

  Before requesting the payment of an amount referred to in paragraph (1)(a) or (c), the Minister shall consult

• 5.2(2)(a)

  the Minister of National Defence if the amount is in relation to the Canadian Forces Superannuation Act; and

• 5.2(2)(b)

  the Minister of Public Safety and Emergency Preparedness if the amount is in relation to the Royal Canadian Mounted Police Superannuation Act.

• 6Board of directors
• 6(1)

  The Board shall be managed by a board of 13 directors, including the Chairperson.

• 6(2)Disqualified persons

  The following persons are disqualified from being directors:

• 6(2)(a)

  a person who is less than 18 years of age;

• 6(2)(b)

  a person who is of unsound mind and has been so found by a court in Canada or elsewhere;

• 6(2)(c)

  a person who has the status of a bankrupt;

• 6(2)(d)

  a person who is not a natural person;

• 6(2)(d.1)

  a person who is an employee of the Board;

• 6(2)(e)

  a person who is an agent or employee of Her Majesty in right of Canada;

• 6(2)(f)

  a person who is a member of the Senate or House of Commons of Canada or a member of a provincial legislature;

• 6(2)(g)

  a person who

• 6(2)(g)(i)

  is entitled to or has been granted a pension benefit under the Public Service Superannuation Act, the Canadian Forces Superannuation Act or the Royal Canadian Mounted Police Superannuation Act,

• 6(2)(g)(ii)

  is entitled to or has been granted a superannuation or pension benefit of a prescribed kind that is payable out of the Consolidated Revenue Fund and is chargeable to a Superannuation Account or another account in the accounts of Canada or is payable out of a fund, or

• 6(2)(g)(iii)

  is subject to a superannuation or pension fund or plan under which he or she may become entitled to a benefit referred to in subparagraph (i) or (ii);

• 6(2)(g.1)

  a person who is a member of an advisory committee established under section 41 of the Public Service Superannuation Act, section 49.1 of the Canadian Forces Superannuation Act or section 25.1 of the Royal Canadian Mounted Police Superannuation Act;

• 6(2)(h)

  a person who is an agent or employee of the government of a foreign country or any political subdivision of a foreign country; and

• 6(2)(i)

  a person who is not a resident of Canada.

• 7Principal duties
• 7(1)

  Subject to this Act, the board of directors shall manage or supervise the management of the business and affairs of the Board.

• 7(2)Specific duties

  Without limiting the generality of subsection (1), the board of directors shall

• 7(2)(a)

  on an annual basis, establish written investment policies, standards and procedures for each fund that the Board manages;

• 7(2)(b)

  monitor the officers and employees of the Board to ensure compliance with the investment policies, standards and procedures established under paragraph (a);

• 7(2)(c)

  prepare or have prepared financial statements for each fund on a quarterly and on an annual basis in accordance with this Act;

• 7(2)(d)

  establish procedures for the identification of real or potential conflicts of interest and procedures to resolve those conflicts;

• 7(2)(e)

  establish a code of conduct for officers and employees of the Board; and

• 7(2)(f)

  designate a committee of the board of directors to monitor application of the conflict of interest procedures and the code of conduct.

• 8Power to delegate
• 8(1)

  Subject to subsection (2) and the by-laws, the board of directors may delegate to the Chairperson, to a committee of the board of directors or to any officer of the Board any of the powers or duties of the board of directors.

• 8(2)Limits on power

  The board of directors may not delegate the power to

• 8(2)(a)

  adopt, amend or repeal by-laws;

• 8(2)(b)

  establish the Board’s investment policies, standards and procedures;

• 8(2)(c)

  fill a vacancy in a committee of directors;

• 8(2)(d)

  appoint officers to the Board or fix their remuneration; or

• 8(2)(e)

  approve the annual financial statements of the Board and any other financial statements issued by the Board.

• 9Appointment of directors
• 9(1)

  Each director shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during good behaviour for a term, not exceeding four years, that will ensure, as far as possible, the expiry in any one year of the terms of office of not more than one half of the directors.

• 9(2)Recommendations from list of nominating committee

  The recommendation of the Minister under subsection (1) shall be made from the list of qualified candidates proposed by the nominating committee established under section 10.

• 9(3)Recommendations for certain directors

  For two of the directors, the Minister’s recommendation under subsection (1) shall be made from among the candidates who are included on the list in accordance with subsection 10(6).

• 10Nominating committee
• 10(1)

  The Minister shall establish a nominating committee to establish a list of qualified candidates for proposed appointment as directors. The committee shall consist of eight members appointed as follows:

• 10(1)(a)

  an independent chairperson appointed by the Minister after consulting with the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness who, at the time of appointment,

• 10(1)(a)(i)

  is not entitled to nor has been granted a pension benefit under the Public Service Superannuation Act, the Canadian Forces Superannuation Act or the Royal Canadian Mounted Police Superannuation Act,

• 10(1)(a)(ii)

  is neither entitled to nor has been granted a superannuation or pension benefit of a prescribed kind that is payable out of the Consolidated Revenue Fund and is chargeable to a Superannuation Account or another account in the accounts of Canada or is payable out of a fund, and

• 10(1)(a)(iii)

  is not subject to a superannuation or pension fund or plan under which he or she may become entitled to a benefit referred to in subparagraph (i) or (ii);

• 10(1)(b)

  two members appointed by the Minister, after the Minister has received recommendations from the advisory committee referred to in section 41 of the Public Service Superannuation Act, one of whom must represent persons employed in the public service within the meaning of that Act;

• 10(1)(c)

  one member appointed by the Minister who is in receipt of a pension under any of the Canadian Forces Superannuation Act, the Public Service Superannuation Act and the Royal Canadian Mounted Police Superannuation Act;

• 10(1)(d)

  two members appointed by the Minister of National Defence after that minister has received recommendations from the advisory committee referred to in section 49.1 of the Canadian Forces Superannuation Act; and

• 10(1)(e)

  two members appointed by the Minister of Public Safety and Emergency Preparedness after that minister has received recommendations from the advisory committee referred to in section 25.1 of the Royal Canadian Mounted Police Superannuation Act.

• 10(2)Term of office

  The members of the nominating committee hold office for five years and are eligible for reappointment for one or more additional terms.

• 10(3)Removal

  The Minister who appoints a member may remove that member at any time.

• 10(4)Disqualified persons

  When the nominating committee is establishing a list of suitable candidates for appointment as directors, it shall take into account that the persons referred to in subsection 6(2) are not eligible to be directors.

• 10(5)Factors for consideration

  When the nominating committee is establishing a list of qualified candidates for proposed appointment as directors, it shall have regard to the desirability of having on the board of directors a sufficient number of directors with proven financial ability or relevant work experience such that the Board will be able to effectively achieve its objects.

• 10(6)Inclusion of certain candidates

  When including a candidate who the Minister may recommend under subsection 9(3) on a list of qualified candidates for proposed appointment as directors, the nominating committee shall consult the portion of the National Joint Council of the Public Service that represents employees and shall have regard to any factors for consideration provided by that portion of the National Joint Council.

• 11Reappointment of directors
• 11(1)

  A director is eligible for reappointment for one or more additional terms of office.

• 11(2)Removal

  The Governor in Council may remove a director for cause.

• 11(3)Continuation in office

  If no person is appointed to take office as a director on the expiry of the term of an incumbent director, the incumbent director continues in office until a successor is appointed.

• 11(4)Vacancy

  If a person ceases to be a director during the term for which the person was appointed, the Minister shall consult the list established by the nominating committee and shall appoint a qualified person to hold office as a director for the remainder of the term.

• 12Remuneration of directors

  A director is entitled to receive from the Board the remuneration that may be fixed by the by-laws, which remuneration shall be fixed having regard to the remuneration received by persons having similar responsibilities and engaged in similar activities.

• 13Resignation
• 13(1)

  The resignation of a director becomes effective at the time the Board receives a written resignation or at the time specified in the resignation, whichever is later.

• 13(2)Copy of resignation

  The Board shall send a copy of a director’s resignation to the Clerk of the Privy Council within 15 days after receiving it.

• 14Chairperson
• 14(1)

  The Governor in Council shall, on the recommendation of the Minister after the Minister has consulted with the board of directors, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness, designate one of the directors as Chairperson to hold office during good behaviour.

• 14(2)Removal

  The Governor in Council may remove the Chairperson for cause.

• 14(3)Presiding at meetings

  The Chairperson shall preside at all meetings of the board of directors and may exercise the powers and perform the duties and functions that are specified by the board of directors.

• 14(4)Replacement of Chairperson

  If the Chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the Chairperson.

• 14(5)Incapacity of Chairperson

  If the Chairperson is incapable of performing his or her duties or there is a vacancy in the office of Chairperson, the Minister may designate another director to exercise the powers and perform the duties and functions of the Chairperson.

• 14(6)Remuneration of Chairperson

  The Chairperson is entitled to receive from the Board the remuneration that may be fixed by the by-laws, which remuneration shall be fixed having regard to the remuneration received by persons having similar responsibilities and engaged in similar activities.

• 15Appointment of officers
• 15(1)

  The board of directors may, subject to the by-laws, designate the offices of the Board, appoint officers of the Board and specify their duties.

• 15(2)Directors not officers

  A director is not eligible to be appointed an officer of the Board.

• 15(3)Two or more offices

  A person may hold two or more offices of the Board.

• 16Obligation
• 16(1)

  Every director and officer of the Board in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer shall

• 16(1)(a)

  act honestly and in good faith with a view to the best interests of the Board; and

• 16(1)(b)

  exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

• 16(2)Special knowledge or skill

  A director or officer of the Board who in fact possesses, or by reason of profession or business ought to possess, a particular level of knowledge or skill relevant to the director’s or officer’s powers or duties shall employ that particular level of knowledge or skill in the exercise of those powers or the discharge of those duties.

• 16(3)Reliance on statements

  A director or an officer of the Board is deemed to comply with subsections (1) and (2) if he or she relies in good faith on

• 16(3)(a)

  financial statements of the Board represented by an officer of the Board, or represented in a written report of the Board’s auditor, to be a fair reflection of the financial condition of the Board; or

• 16(3)(b)

  a report of an accountant, lawyer, notary or other professional person whose profession lends credibility to a statement made by the person.

• 17Duty to comply
• 17(1)

  Every director, officer and employee of the Board shall comply with this Act and the by-laws.

• 17(2)No exculpation

  No provision in any contract, in any resolution of the Board or in the by-laws relieves any director, officer or employee of the Board from the duty to act in accordance with this Act or relieves a director, officer or employee from liability for a breach of the Act.

• 18Directors’ and officers’ insurance
• 18(1)

  The Board may purchase and maintain insurance for the benefit of a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board’s request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest — and the personal representatives of that person — against any liability incurred by the person in that capacity unless the liability relates to a failure to act honestly and in good faith.

• 18(2)If no insurance

  If the Board does not purchase and maintain insurance under subsection (1), the Board shall indemnify each person referred to in that subsection, out of the funds, against any liability incurred by the person in that capacity, so long as the person acted honestly and in good faith.

• 19Decisions

  Apart from the meeting required by section 49, the board of directors, or any committee of the board of directors, need not have any meetings unless required to do so by the by-laws. It shall make decisions by majority vote of a quorum of members, either in person or otherwise, in accordance with the by-laws.

• 20Disclosure of director’s interest
• 20(1)

  A director or officer of the Board shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the director’s or officer’s interest, as prescribed,

• 20(1)(a)

  as a party to a transaction or proposed transaction with the Board; or

• 20(1)(b)

  as a director or an officer of any entity that is a party to a transaction or proposed transaction with the Board or as a person who holds a material interest in any such entity.

• 20(2)Time of disclosure for director

  The disclosure must be made, in the case of a director,

• 20(2)(a)

  at the meeting at which a proposed transaction is first considered;

• 20(2)(b)

  if the director was not at the time of that meeting interested in a proposed transaction, at the first meeting after the director becomes so interested;

• 20(2)(c)

  if the director becomes interested after a transaction is made, at the first meeting after the director becomes so interested; or

• 20(2)(d)

  if a person who is interested in a transaction later becomes a director, at the first meeting after the person becomes a director.

• 20(3)Time of disclosure for officer

  The disclosure must be made, in the case of an officer,

• 20(3)(a)

  without delay after the officer becomes aware that the transaction or proposed transaction is to be considered or has been considered at a meeting of the board of directors or one of its committees;

• 20(3)(b)

  if the officer becomes interested after the transaction is made, without delay after the officer becomes so interested; or

• 20(3)(c)

  if a person who is interested in the transaction later becomes an officer, without delay after the person becomes an officer.

• 20(4)Time of disclosure for director or officer

  If a transaction or proposed transaction is one that, in the ordinary course of the Board’s business, would not require approval by the board of directors, a director or officer shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the interest of the director or officer without delay after the director or officer becomes aware of the transaction or proposed transaction.

• 20(5)Voting

  A director referred to in subsection (1) shall not vote on a resolution or participate in a discussion to approve the transaction mentioned in that subsection unless the transaction is

• 20(5)(a)

  one relating primarily to the director’s remuneration as a director of the Board or one of its subsidiaries;

• 20(5)(b)

  one for insurance or indemnity under section 18; or

• 20(5)(c)

  one with a subsidiary.

• 20(6)Continuing disclosure

  For the purposes of this section, a general notice to the board of directors or to one of its committees by a director or officer, declaring that the director or officer is a director or officer of, or has a material interest in, an entity and is to be regarded as interested in any transaction made with that entity, is a sufficient declaration of interest in relation to any transaction so made.

• 20(7)Avoidance standards

  A transaction between the Board and one or more of its directors or officers, or between the Board and another entity of which a director or officer of the Board is a director or officer or in which a director or officer of the Board has a material interest, is not null, void or voidable by reason only of that relationship or by reason only that a director with an interest in the transaction is present at or is counted to determine the presence of a quorum at a meeting of the board of directors or on one its committees that authorized the transaction, if

• 20(7)(a)

  the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (6);

• 20(7)(b)

  the transaction was approved by the directors; and

• 20(7)(c)

  the transaction was reasonable and fair to the Board at the time it was approved.

• 20(8)Application to court

  If a director or officer of the Board fails to disclose an interest in a transaction in accordance with this section, a court may, on the application of the Board, set aside the transaction on any terms that it thinks fit.

• 20(9)Meaning of transaction

  In this section, transaction includes a contract, a guarantee and an investment.

• 21No constructive notice

  No person dealing with the Board or with any person who has acquired rights from the Board is deemed to have notice or knowledge of the contents of a document, other than an Act of Parliament or any instrument required to be published in the Canada Gazette pursuant to the Statutory Instruments Act, concerning the Board by reason only that the document is available at the head office of the Board or has been made public.

• 22Validity of acts

  An act of the Chairperson or other director of the Board, or of the chief executive officer or other officer of the Board, is not invalid by reason only of an irregularity in that person’s appointment or a defect in that person’s qualifications.

• 23Assertions

  The Board may not assert against a person dealing with the Board — or with a person who has acquired rights from the Board — other than one who has knowledge that the facts asserted are true

• 23(a)

  that this Act or the by-laws have not been complied with; or

• 23(b)

  that a document issued by a director, officer or an agent or mandatary of the Board having apparent authority to issue the document is not valid or genuine by reason only that the person who issued the document lacked actual authority to issue the document.

• 24By-laws
• 24(1)

  The board of directors may make by-laws that are consistent with this Act to govern the conduct and management of the Board’s business and affairs, including by-laws

• 24(1)(a)

  for the administration, management and control of the Board’s property;

• 24(1)(b)

  governing the calling of meetings of the board of directors and its committees, the time and place of those meetings and the quorum and procedure in all matters relating to those meetings;

• 24(1)(c)

  respecting the functions, duties and remuneration of the directors, officers and employees of the Board; and

• 24(1)(d)

  respecting the establishment of committees of the board of directors and the appointment of members to those committees.

• 24(2)Effective date

  A by-law is effective as soon as it is made or on a later date that may be stated in the by-law to be its effective date.

• 25Copy to ministers
• 25(1)

  The board of directors shall provide a copy of every by-law and every amendment to or repeal of any by-law to the Minister, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness within 14 days after its effective date.

• 25(2)By-laws available to the public

  A copy of every by-law shall be kept at the head office of the Board. Anyone is entitled, during the usual business hours of the Board, to examine the by-laws and, on payment of a reasonable fee, to make copies of or take extracts from them.

• 26Statutory Instruments Act does not apply

  The Statutory Instruments Act does not apply in respect of by-laws.

• 27Audit and investment committees
• 27(1)

  The board of directors shall establish an audit committee and an investment committee.

• 27(1.1)Restriction — audit committee

  None of the members of the audit committee may be officers or employees of the Board or any of its affiliates, within the meaning of section 83 of the Financial Administration Act.

• 27(2)Other committees

  The board of directors may establish the other committees that it considers necessary and assign to them the duties that it considers appropriate.

• 28Duties of audit committee

  The audit committee shall

• 28(a)

  require the Board’s management to implement and maintain appropriate internal control procedures;

• 28(b)

  review, evaluate and approve those internal control procedures;

• 28(c)

  review and approve the Board’s annual financial statements and report to the board of directors before those statements are approved by the board of directors;

• 28(d)

  meet with the Board’s auditor to discuss the Board’s annual financial statements and the auditor’s report;

• 28(e)

  review all investments and transactions that could adversely affect the return on the Board’s investments that are brought to the committee’s attention by the Board’s auditor or officers;

• 28(f)

  meet with the chief internal auditor of the Board, or with the person acting in a similar capacity, and with the Board’s management, to discuss the effectiveness of the internal control procedures; and

• 28(g)

  perform the other duties that the board of directors assigns to it.

• 29Audit committee may request consideration of matters

  The board of directors shall consider, on request of the audit committee, a matter of concern to the committee.

• 30Auditor’s right to attend meetings
• 30(1)

  The Board’s auditor is entitled to receive notice of and to attend meetings of the board of directors and meetings of the audit committee, at the Board’s expense, and to be heard at those meetings on matters relating to the auditor’s duties.

• 30(2)Rights if no meeting

  If the board of directors or the audit committee proposes to make a decision with respect to matters referred to in subsection (1) without holding a meeting, the auditor is entitled to notice of a proposed decision to be made by the board or the committee and the proposed decision shall not be made until the auditor has been given the opportunity to make submissions on the matter in writing, in accordance with the by-laws.

• 30(3)Requiring auditor’s attendance

  The Board’s auditor shall attend meetings of the audit committee, if requested to do so by a member of the audit committee — and shall attend meetings of the board of directors, if requested to do so by a director — at the Board’s expense.

• 31Duties of investment committee

  The investment committee shall

• 31(a)

  perform the duties that are assigned to it by the board of directors;

• 31(b)

  approve the engagement of investment managers empowered with discretionary authority to invest the assets of the Board;

• 31(c)

  meet with the officers and employees of the Board to discuss the effectiveness of the Board’s investment policies and the achievement of the Board’s objects;

• 31(d)

  require management to implement and maintain appropriate procedures to

• 31(d)(i)

  monitor the application of the Board’s investment policies, standards and procedures, and

• 31(d)(ii)

  ensure that the Board’s agents and mandataries comply with this Act and the Board’s investment policies, standards and procedures; and

• 31(e)

  review, evaluate and approve management’s procedures referred to in paragraph (d).